Hc-One (Nhp3) Limited

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THE COMPANY COVENANTS WITH AND UNDERTAKE S TO THE CHARGEE (ISSUER) TO PAY DISCHAR GE OBSERVE PERFORM AND SATISFY IN ALL RE SPECTS THE OBLIGATIONS IN ACCORDANCE WIT H THE RESOECTIVE TERMS OF THE AGREEMENTS FOR OVERRIDING LEASE AND ANY AND ALL OV ERRIDING LEASES AND TO INDEMNIFY THE CHA RGEE (ISSUER) AGAINST ANY LOSSES COSTS C HARGES EXPENSES AND LIABILITIES ARISING FROM ANY BREACH OF ANY OF THE OBLIGATION S

EACH AND ALL OF THE LIABILITIES AND OBLI GATIONS OF NHPS1 OR NHPS2 (AS APPLICABLE ) DUE OR TO BECOME DUE TO THE ISSUER (AS DEFINED) UNDER OR PURSUANT TO ANY OF TH E AGREEMENTS FOR OVERRIDING LEASE OR ANY OVERRIDING LEASES OR THE LONG TERM AUTH ORISED INTEREST INVESTMENTS LOAN FACILIT Y AGREEMENT (ALL AS DEFINED)

EACH AND ALL OF THE LIABILITIES,COSTS,CH ARGES,EXPENSES AND OBLIGATIONS OF NHPS1 OR NHPS2 TO THE CHARGEE (THE ISSUER) UND ER OR PURSUANT TO ANY OF THE AGREEMENTS FOR OVERRIDING LEASES OR THE LONG TERM A UTHORISED INTEREST INVESTMENTS LOAN FACI LITY AGREEMENT

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ALL OF THE LIABILITIES, COSTS, CHARGES, EXPENSES AND OBLIGATIONS OF THE COMPANY (WHETHER ACTUAL OR CONTINGENT) WHICH NOW OR HEREAFTER MAY BECOME DUE, OWING OR I NCURRED BY THE COMPANY TO THE CHARGEE WH ETHER SOLEY OR JOINTLY WITH ONE OR MORE PERSONS, WHETHER AS PRINCIPAL OR SURETY OR OTHERWISE AND WHETHER ORIGINALLY INCU RRED BY THE COMPANY OR BY SOME OTHER PER SON, UNDER OR PURSUANT TO ANY OF THE AGR EEMENTS FOR OVERRIDING LEASE BETWEEN THE COMPANY, THE ISSUER AND ANOTHER EACH DA TED 9 APRIL 1997 OR FURTHER AGREEMENT FO R OVERIDDING LEASE BETWEEN THE COMPANY, THE ISSUER AND ANOTHER DATED 30 APRIL 19 97 OR ANY OVERIDDING LEASES GRANTED PURS UANT THERETO

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ALL THE OBLIGATIONS OF THE COMPANY TO TH E CHARGEE UNDER OR PURSUANT TO THE TERMS OF THE AGREEMENTS FOR OVERIDING LEASE A ND ANY AND ALL OVERIDING LEASES

(I) TO PAY, DISCHARGE AND SATISFY TO THE CHARGEE THE OBLIGATIONS IN ACCORDANCE W ITH THE TERMS OF THE AGREEMENT FOR OVERR IDING LEASES AND ANY OVERRIDING LEASES; (II) TO INDEMNIFY THE CHARGEE AGAINST AN Y LOSSES, COSTS, CHARGES, EXPENSES AND L IABILITIES ARISING FROM ANY BREACH OF TH E OBLIGATIONS

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EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE E OR ANY OF THE OTHER BENEFICIARIES PURS UANT TO THE FACILITY DOCUMENTS AS DEFINE D,INCLUDING THE FACILITY AGREEMENT AND T HE DEBENTURE INCLUDING ANY LIABILITY IN RESPECT OF ANY FURTHER ADVANCES MADE THE REUNDER

EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE E OR ANY OF THE OTHER BENEFICIARIES PURS UANT TO THE FACILITY DOCUMENTS AS DEFINE D,INCLUDING THE FACILITY AGREEMENT AND T HE DEBENTURE INCLUDING ANY LIABILITY IN RESPECT OF ANY FURTHER ADVANCES MADE THE REUNDER

EACH AND EVERY LIABILITY WHICH THE COMPA NY HAS OR MAY HAVE THEREAFTER TO THE CHA RGEE UNDER OR PURSUANT TO THE FACILITY D OCUMENTS AS DEFINED IN THE FACILITY AGRE EMENT (INCLUDING THE FACILITY AGREEMENT AND THE DEBENTURE)

THE SECURED OBLIGATIONS (AS DEFINED IN A DEBENTURE DATED 16TH FEBRUARY 1996) DUE OR TO BECOME DUE FROM THE COMPANY TO TH E CHARGEE

EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE E PURSUANT TO THE TERMS OF THE FACILITY DOCUMENTS (AS DEFINED), THE FACILITY AGR EEMENT AND THE DEBENTURE

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EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE E PURSUANT TO THE TERMS OF THE FACILITY DOCUMENTS (AS DEFINED) THE FACILITY AGRE EMENT AND THE DEBENTURE

EACH AND EVERY LIABILITY DUE OR TO BECOM E DUE FROM THE COMPANY TO THE CHARGEE PU RSUANT TO THE TERMS OF THE FACILITY DOCU MENTS (AS DEFINED) THE FACILITY AGREEMEN T AND THE DEBENTURE

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THE SECURED OBLIGATIONS (AS DEFINED IN A DEBENTURE DATED 16 FEBRUARY 1996) DUE F ROM THE COMPANY TO THE CHARGEE

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THE SECURED OBLIGATIONS (AS DEFINED IN A DEBENTURE GRANTED BY THE COMPANY IN FAV OUR OF THE BANK AS SECURITY TRUSTEE DATE D 16TH FEBRUARY 1996)

EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE ES PURSUANT TO THE FACILITY DOCUMENTS (A S DEFINED) AND THIS CHARGE

EACH AND EVERY LIABILITY NOW DUE OR TO B ECOME DUE FROM THE COMPANY TO THE CHARGE ES PURSUANT TO THE TERMS OF THE DOCUMENT S (AS DEFINED) AND THIS CHARGE

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EACH AND EVERY LIABILITY WHICH THE COMPA NY HAS OR MAY HAVE THEREAFTER TO THE GOV ERNOR AND COMPANY OF THE BANK OF SCOTLAN D (AS SECURITY TRUSTEE) UNDER OR PURSUAN T TO THE FACILITY DOCUMENTS AS DEFINED I N THE FACILITY AGREEMENT (INCLUDING THE FACILITY AGREEMENT AND THE DEBENTURE) I NCLUDING ANY LIABILITY IN RESPECT OF ANY FURTHER ADVANCES MADE THEREUNDER

EACH AND EVERY LIABILITY WHICH THE COMPA NY HAS OR MAY HAVE THEREAFTER TO THE GOV ERNOR AND COMPANY OF THE BANK OF SCOTLAN D (AS SECURITY TRUSTEE) UNDER OR PURSUAN T TO THE FACILITY DOCUMENTS AS DEFINED I N THE FACILITY AGREEMENT (INCLUDING THE FACILITY AGREEMENT AND THE DEBENTURE) I NCLUDING ANY LIABILITY IN RESPECT OF ANY FURTHER ADVANCES MADE THEREUNDER

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THE SECURED OBLIGATIONS DUE FROM THE COM PANY TO THE CHARGEE (AS DEFINED IN A DEB ENTURE DATED 16TH FEBRUARY 1996)

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THE SECURED OBLIGATIONS (AS DEFINED IN A DEBENTURE DATED 16TH FEBRUARY 1996) DUE OR TO BECOME DUE FROM THE COMPANY TO TH E CHARGEE

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